Exhibit 4.2(ii)
CONFORMED COPY
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CENTURYTEL, INC.
and
HARRIS TRUST AND SAVINGS BANK
Rights Agent
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Amendment No. 1
to
Rights Agreement
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May 25, 1999
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AMENDMENT NO.1 TO RIGHTS AGREEMENT
This Amendment No. 1 (this "Amendment") to the Rights Agreement (the
"Rights Agreement"), dated as of August 27, 1996, by and between CenturyTel,
Inc. (formerly named Century Telephone Enterprises, Inc.), a Louisiana
corporation (the "Company"), and Harris Trust and Savings Bank (as
successor-in-interest to Society National Bank), acting as Rights Agent
hereunder (the "Rights Agent"), is dated and effective as of May 25, 1999. All
capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Rights Agreement.
W I T N E S S E T H:
WHEREAS, the Company and the Rights Agent may amend the Rights Agreement in
accordance with the provisions of Section 27 thereof;
WHEREAS, subsequent to the Company's issuance of Rights under the Rights
Agreement, on each of March 31, 1998 and March 31, 1999, the Company effected a
three-for-two stock split, payable in each case in the form of a 50% stock
dividend on all Common Shares outstanding as of the respective record date for
such dividend;
WHEREAS, as a result of these stock splits, adjustments were made pursuant
to Section 11(n) of the Rights Agreement to the number of one one-hundredths
(1/100ths) of a Preference Share purchasable by holders of each Right issued
under the Rights Agreement (the "Stock Split Adjustments");
WHEREAS, as a result of the Stock Split Adjustments, each holder of a Right
is currently entitled to purchase four-ninths of one one-hundredth (or, one
two-hundred twenty-fifth (1/225)) of a Preference Share upon exercise of a
Right, at a Purchase Price equal to $110.00 per one one-hundredth of a
Preference Share (or $48.88 per one two-hundred twenty-fifth of a Preference
Share);
WHEREAS, the Company desires to increase the Purchase Price for Preference
Shares and make certain technical changes to the Rights Agreement to reflect the
Stock Split Adjustments;
WHEREAS, all acts necessary to make this Amendment a valid agreement
according to its terms have been validly performed; and
WHEREAS, the execution and delivery of this Amendment by the Company and
the Rights Agent have been in all respects duly authorized by the Company and
the Rights Agent;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth herein and in the Rights Agreement, the parties hereby agree as
follows:
1. The Rights Agreement is hereby amended by replacing Section 7(b) thereof
in its entirety with the following:
"(b) Subsequent to May 25, 1999, until adjustment thereof in
accordance with Section 11 or 13 hereof, the Purchase Price for each
one two-hundred twenty-fifth of a Preference Share purchasable pursuant
to the exercise of a Right shall be $135, and shall be payable in
lawful money of the United States of America in accordance with
paragraph (c) below."
2. The Rights Agreement is hereby amended by replacing the address of the
Rights Agent set forth in Section 26 of the Rights Agreement with the following
address:
Harris Trust and Savings Bank
1601 Elm Street, Suite 2320
Thanksgiving Tower
Dallas, Texas 75201
Attention: Shareholder Services
3. (a) The Rights Agreement is hereby amended by (i) modifying any and all
terms and conditions of the Rights Agreement to the extent necessary to give
full force and effect to the Stock Split Adjustments required under Section
11(n) of the Rights Agreement, including without limitation (A) replacing where
appropriate each reference therein to "one one-hundredth of a Preference Share"
with the words "one two-hundred twenty-fifth of a Preference Share"; (B)
replacing where appropriate each reference therein to "one one-hundredths of a
Preference Share" with the words "one two-hundred twenty-fifths of a Preference
Share"; and (C) replacing where appropriate each reference therein to "one
hundred" to "two hundred twenty-five"; and (ii) modifying each of the exhibits
to the Rights Agreement to the extent necessary to make comparable changes.
(b) The parties acknowledge that the amendments to the Rights
Agreement pursuant to paragraph 3(a) hereof are made to update the Rights
Agreement to reflect the Stock Split Adjustments, and that any subsequent
adjustments under the Rights Agreement shall be computed from and after the date
hereof.
4. This Amendment shall be governed by and construed in accordance with
the laws of the State of Louisiana applicable to contracts made and to be
performed entirely within such State.
5. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed an original, and all
such counterparts shall together constitute one and the same instrument.
6. Except as expressly set forth herein, this Amendment shall not by
implication or otherwise alter, modify, amend or in any other way affect any of
the terms, conditions, obligations, covenants or agreements contained in the
Rights Agreement, all of which are hereby ratified and affirmed in all respects
and shall continue in full force and effect. The undersigned Rights Agent
acknowledges that it has succeeded to and assumed all of the rights, interests
and obligations of the Rights Agent specified in the Rights Agreement in
accordance with Section 19 of the Rights Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.1 to
the Rights Agreement to be duly executed as of the day and year first above
written.
ATTEST: CENTURYTEL, INC.
/s/ Kathy Tettleton By: /s/ Glen F. Post, III
________________________ ___________________________
Glen F. Post, III
Vice Chairman, President and
Chief Executive Officer
ATTEST: HARRIS TRUST AND SAVINGS BANK
/s/ Roslynn R. Orr By: /s/ Mark Asbury
________________________ ___________________________
Mark Asbury
Vice President